A Clever Pony
by Drax99
Summary: Everyone writes about humans in Equestria, but what happens when a pony comes to Equestria?  Finally a Family-Friendly Fic, from your favorite author! -Oooh.. Alliteration!


A Clever Pony

She was a clever pony. She knew this, and she knew how to use it. The humans thought she was just another stupid animal, like the lion, who only did what he was told, because he would be punished, and not get food. The dogs, silly things, did whatever they were told because they loved their keepers. But she was different. She knew how to control the human keepers. A toss of the head, a little stomp of the hoof, and the humans were quick to offer her a treat or bribe to cooperate. It seemed almost too easy at times.

"Come on, Buttercup, be a good pony. Only one more ride and then it's time to relax." The skinny keeper smiled at her, stroking her golden mane. He was a nice human, with a kind word, a gentle stroke, and a piece of candy in his pocket for her. "I have a tasty carrot, and a piece of candy for you. Just one more kid and we can call it a day."

Bingo. It was just too easy. She was such a clever pony. Laying her ears back, she gave him 'The Look', and then nuzzled the pocket where she knew the candy was hidden. It was what he expected, and she played along with the game. He pulled out the carrot instead, and she pretended to be mollified, munching happily.

The truth was, she loved the little human foals. They were loud, smelly, jumpy bundles of energy, but she loved their attentions. They always were happy to see her, to pet her mane and coat. They were young, pure, and happy. They reminded her of her own little foal.

She was a clever pony. She understood what the humans said, even though they never caught on. She knew why they took her little foal away. Too old to nurse, and they could not afford to feed two ponies in the show. The years to train a new pony would be too much, and there was a better home waiting for her little colt. It broke her heart, and it nearly broke her spirit. She knew that the place they would take him would be full of other animals. Some place called a petting zoo, where he would be pampered and petted by human foals. He would be cared for and loved, and never have to train to perform tricks. But it still broke her heart the day they took him away, whinnying in fear. She dropped her head and looked down at the memory.

But then the next human foal was brought to her. A little filly, dark like the earth, and wearing a bright blue party dress. She smiled and squealed at the sight of the little golden-coated pony, and the bad memories were washed away. She loved the little human foals. She loved making them happy, and letting them pet her and ride her. Even the cruel ones, who pulled on her mane, she tolerated and loved, for they were young and didn't know better.

She lifted her head proudly as the little child was settled on her back. A little belt held the foal in place, and the child eagerly gripped the golden mane. Smiles and laughter poured forth from the little creature, as Buttercup plodded slowly along around the enclosure. She was slow and gentle, easy to not jar or dislodge her little passenger. The little filly dug her dark fingers into the thick mane, and wrapped her arms around the muscled neck of her mount. The hug was equal parts love, wonder and excitement at being carried by the strange animal, who was so gentle, yet powerful, despite her small form.

Soon enough the ride was over, and the filly bawled at being lifted off the small pony's back. Buttercup turned and nuzzled the little child gently, earning a startled gasp from the parents, and a massive hug from the child. An apple was thrust into the little filly's hands, and she immediately offered it up to her noble mount. Buttercup nickered, and very gently used her lips to pick up the apple, so as to not nip the small hands holding it. She was a clever pony. She would never hurt a child, even a human child. And the look of adoration from the dark little foal was all the reward she needed for her small services.

The thin human keeper tugged on her bridle, and led her away from the small child, now smiling hugely at the gentle form being led away. She let herself be led, slowly at first, then picking up speed to a trot as she thought of her warm, dry stall and a pail full of oats. And the candy. She had played her part perfectly, and now the rewards were hers. She was such a clever pony.

* * *

><p>The day grew dark, and Buttercup settled down for the night. A full belly and a warm pile of hay was her reward for a meager amount of work. Most of the animals in the circus were too stupid to make the most of their situation, but she knew how to milk it. The lion just stared at her hungrily from its cage, lusting for tasty pony meat. She got some pleasure from teasing him, her fat rump twitching out of reach. Most of the other animals just did what they were trained to do, because they slowly learned to follow the commands of the human keepers in return for food, and a lack of punishment.<p>

Only the wise old elephant was smarter than her. The giant matriarch had lived longer than any of them, and knew more about manipulating her caretakers than anyone. Buttercup was clever, and learned quickly to watch the behemoth female, and learn her tricks. She soon found the secrets to never give in too soon, or seem too eager to please. She was a clever pony, and could easily perform most tricks on the first try, but the elder creature taught her her that it was far more beneficial to seem timid and slow to learn. The humans rewarded progress. If she did the trick right the first time, she received one reward. But if she seemed to falter a few times, she was rewarded and encouraged with each tiny step forward. In this manner she could milk the rewards from her keepers and earn a steady stream of sweets and praise for something she could master on the first try. She was such a clever pony.

As she settled down for the night, she nodded her head to the wise old matriarch of the circus. The elephant gave a low trumpet in return, recognizing her star pupil. The lion grumbled in his cage, always unhappy at his imprisonment so close to his natural prey. The monkey and the dogs only muttered to themselves, and the horse ignored them all. The stallion thought himself better than the rest, having come from a racing background. He only knew how to do the simple trot and follow routines that required a full bridle and leading by the humans. But despite his lack of intelligence, his manner was prideful and terse. He even refused to acknowledge the only other equine in the group.

She took some small pleasure from knowing that she was smarter than him. Her own show skills involved riding atop his back like a human, and performing other tricks that were beyond him. She could help the magician with his magic tricks, moving to appear or disappear when the command was given. She also helped the clown, counting with her hooves, and picking up objects as directed as part of his show. She was a clever pony. She could count, and she could understand the humans when they talked to her. But she was clever enough to not let them know, but instead to let them try to "teach" her several times before she understood. It was tedious, but her lessons from the elephant had taught her patience and discipline.

As the night grew longer, Buttercup began to drowse. She started to nod off after a hard day's performance. Soon she was awakened by a low growling, and rolled her eyes at the lion. Blinking, she realized that the lion was asleep as well. The growl repeated, louder than before, and she noticed that it came from outside the enclosure. Getting to her hooves, the pony made her way to the gate of the enclosure. The soft hiss of rain against canvas could be heard as the approaching storm began to break over the circus grounds.

A sudden flash lit the tent as lightning stuck, followed by a loud explosion of sound. Buttercup was used to loud noises after years of performing, but this unsettled her. She whinnied loudly and began to trot around her stall, tossing her mane. Again the flash, and even louder the explosion followed. The other animals were awake as well, making worried sounds. This storm felt wrong; it was too loud, too close. The lion was pacing his cage, shooting fierce glares at the little pony. In the next stall she could hear the horse stomping the ground. Even the wise old elephant was trumpeting her fear at the unnatural storm as it began to hammer the tent.

The storm grew steadily worse, and all the animals were in a panic. She heard one of the humans enter the tent, trying to calm them, but it was pointless. The little pony rolled her eyes back in fear, and began kicking at the stall door. Sensing her panic, the lion lunged at the cage bars, shooting his claws out to swipe in her direction. There was no chance of him ever reaching her, but her mind was beyond reason at this point. With practiced ease, she took the short few steps allowed in her stall, and leaped over the barrier. Being trained to leap onto the back of the large horse had given her more than enough skill to clear the door.

Turning to find an exit, she saw the flap of the tent billowing where the human had come through. His eyes went wide as he saw her loose, and he spread his arms to slow her. She was having none of that. Her mind was in a full blind panic and she charged at him, knocking him down as she passed. In a blink, she was out of the tent and into the hammering rain. The lightning and thunder came almost nonstop now, and she blindly ran into the night. Panic and instinct drove her, as she sought the cover of a nearby wooded lot. Barreling through the low underbrush, branches and thorns grabbed at her mane and flanks, increasing her panic and pushing her deeper into the trees.

Soon she broke into a clearing, partially flooded from the downpour. Without thinking she dashed across it, only to be pulled up short as lightning hit one of the trees along it's edge, directly in front of her. She let out a scream of pure primal fear, and her heart threatened to burst from her chest. She skidded to a stop as the tree dropped into her path, and turned to run the other way. Just as she stepped forward, another bolt struck directly in front of her, and she felt the air burn as she stumbled through the space the white hot plasma had occupied.

The rain stopped. All at once, just gone in a blink. She stood still, gasping for breath as her heart raced. As her eyes recovered from the brilliant flash, she saw that not only had the rain stopped, it appeared as if it had never happened. The ground beneath her was dry, the sky above was clear and full of stars. A massive moon hovered in the sky, and a gently breeze blew her mane. She shook her mane, full of twigs and bracken, and turned around. The tree that had fallen in her path was gone as well. She collapsed in a heap on the ground and lay exhausted. Her breathing and heart slowed, and she tried to understand what had happened.

She was a clever pony. She knew this. She could understand things even the other animals did not, but this was beyond even her understanding. She was wet, cold, alone, and in a strange forest. She began to shiver, and a tear rolled down her muzzle.

Suddenly she heard a growl. It sounded exactly like the old lion, and sent a shiver of primal fear down her spine. She leapt to her feet, looking around for the source. The growl came again, and she bolted into the forest away from it. Terror again gripped her as she barreled through the trees, and finally into the open. She saw a road, and followed it, seeing as an open track let her move far faster than the wooded forest. She ran for what seemed like miles, until her fear subsided and she realized that she was not being followed. Slowing to a canter, she saw ahead a small farm house, and nearby a barn.

She remembered barns. She remembered being born in one, living as a foal with her dam. Winters were spent on a farm, when the circus was not performing and everyone took a break. Barns were warm, safe, and full of hay. She whinnied and trotted towards the safety and protection. Finding the door unlatched, she pushed herself inside, and found it just as dry, warm and inviting as she remembered. Trotting up to the first pile of hay she saw, she rolled in it, letting out sounds of joy as she relished the dry scratching against her coat. Almost as soon as she stopped rolling, her eyes drooped and the exhaustion of the night's events washed over her, pulling her down to sleep.

* * *

><p>"I dunno. She looks kinda odd fer a pony. You say ya found her like this?" said a drawling female voice.<p>

"Yea sis! Ah was comin' ta git the shovel, so me an' the Crusaders could dig a tiger trap. Ah found her passed out like this." Another voice, like a little foal.

"Aah dunno, AJ. She dun' look like any pony I dun seen before." A deeper voice this time. "Ya reckon somethin happened to her in the forest?"

"Ah dunno. Mebbe it was some of that there poison joke stuff. It did some plumb awful things the last time we ran into it." The first mare again.

The little filly giggles and muttered something that sounded like, "Appletini."

The sounds of humans made their way into Buttercup's dreams, where she was remembering a warm place next to her dam, in a small barn, back when she was a little foal. She started to come awake, and her eyes flew open as she realized that there were humans around.

"Look sis, she's waking up!" the younger voice chimed.

Jumping to her hooves, she looked around, looking for a sign of her caretakers. She was sore, hungry, and still a bit frightened, and badly wanted to be pampered by her humans. Instead, all she saw were three odd-looking ponies, perhaps one of them was a horse, looking at her. She rubbed her eye with a foreleg, trying to focus. The three ponies were all brightly colored, like the clothing that the humans wore, or the makeup that the clowns put on for the shows. An orange mare, a yellow foal, and a large red stallion.

"Howdy!" the orange mare said, with a smile. It was a smile, like the humans do, and the voice sounded like a human as well.

Startled, the golden pony backed up, looking scared. They were strange-looking, all rounded and colorful, like toys that the human foals would carry, but they smelled like normal ponies. Normal ponies don't talk. She was a clever pony, the smartest pony she knew, and she knew that ponies could not talk like humans. She remembered one time the clowns had dressed like a pony for a show, wearing a comical costume of cloth and rope. This was different.

"Uhhh... Are ya okay, sugarcube?" The orange mare spoke again, sounding much like the farmhands on the winter retreat. "Mah name's Applejack. This here's mah li'l sister Applebloom, and mah brother, Big Macintosh. Folks just call him Big Mac." The other ponies offered a "Howdy" as they were introduced.

Cautiously Buttercup crept forward, giving a happy nicker to the small foal, who beamed a huge grin up at her, and then stepping toward the large stallion to carefully sniff him. He certainly smelled like a pony. In fact he smelled like a very MALE pony. Her head picked up, remembering the last time she had been near a stallion. Breaking out of the farm pen on some mischief as a young mare, she had ran over to the neighboring farm. She had met a handsome stallion there and spent the night, before her handlers came to claim her the next morning. He had given her the most wonderful thing in her life, her beloved foal.

Rubbing up against him, she nickered happily, swishing her tail to show her affection. The stallion, however, reacted quite the opposite of what she had expected. His eyes grew wide in shock and he stumbled quickly away. "Uhh.. AJ, Ah need a li'l help here."

The orange mare jumped in front of him, an angry look on her muzzle. "Now hold on there just a gosh-durned minute, missy! That thar is mah brother, and he is a perfect gentlecolt. I won't stand by and see him molested by any strange hussy that wanders by!"

Confused and hurt, the showmare backed up again, not understanding why the other two ponies were acting so un-ponylike. She sat on her rump, looking dejectedly at the hay on the floor between her hooves. She just didn't understand what was happening. These strange ponies were acting more like humans than any ponies she knew. She felt alone, tired, frightened and confused. Slowly she lowered her head to her hooves and closed her eyes.

She opened them again when she felt a little muzzle nuzzling her face. Her vision was fulled with the gentle eyes, golden coat, and crimson mane of the little foal. Wearing a bright red bow that matched her mane and tail, the little foal had tears in her eyes as she looked at the distressed mare.

"What's wrong, Miss? Do you miss your friends? Can ya talk? Why do you look so funny?"

"Applebloom!" The orange mare admonished the child. "That's not a polite thing to ask a pony. You apologise right this instant!"

""Ah'm sorry, miss. I was just tryin ta be friendly. You look like ya need a friend right now." The little filly sat down and looked sadly up at the older mare.

Buttercup's heart melted at the sight of the little foal, and she nuzzled her kindly, sniffing her fresh scent of hay, pony, and apples. The little filly smiled back and hugged the golden mare's muzzle happily. She relaxed, and leaned into the embrace, forgetting for a moment her strange surroundings, and enjoying the love of a little foal. It was almost as good as having her own foal again to nuzzle.

"Ahem." The orange mare cleared her throat, breaking up the tender scene before her. "Ah'm a mite bit sorry for sounding so harsh there ma'am. You just startled us a bit by actin' all strange-like. Might I ask what your name is?"

Buttercup looked up, not sure how to answer. Her name had been given to her by her keepers, and meant nothing to another pony. Counting with her hooves was no answer, nor could she speak as these ponies could. She got to her hooves and looked around, seeing only hay, wood, and farm implements. She trotted outside, looking around, the other ponies following her curiously. As she made her way to the nearby grass, she found what she was looking for. She was such a clever pony. Grabbing some yellow flowers in her mouth, she showed them to the other ponies.

The orange mare looked at her strangely. "Umm... You want us to guess your name? Is it Flower?"

"Ohh ooh! I like guessing games!" The little filly jumped in the air with a smile. "Is it... Summer Grass? No. Um, Yellow Petal? Oh..."

"Buttercup." The large stallion spoke up. The golden pony nodded her head vigorously, and the other two stared at him in surprise. "What? She's holding buttercups in her mouth." He just shrugged.

They looked back at the pony in question, and all were thinking the same thing. It was the filly that blurted it out. "Why cain't ya talk, Miss Buttercup?"

In response, the pony just looked down at the ground. That was something she couldn't answer, because she didn't know. Seeming to sense her distress, they just hugged her and motioned her towards the house.

"Don't you worry yer head none, Buttercup. Let's get you fed and cleaned up, then we can go into town and get you some help." Applejack lead the way. "Ah jus' know my friend Twilight Sparkle will have an answer to this here problem, lickity-split!"

Seeing the farmhouse they were headed toward, the golden pony was confused. The one time she had try to go near a human house, she was chased away by the farmer's wife with a broom. She was unsure about approaching a human-looking dwelling, but the other ponies walked ahead. Just to be sure, she decided to treat it like her stall. Unlike the other animals, she was clever, and knew not to mess up her stall where she may have to sleep. Before approaching the house she decided to relieve herself along the side of the path.

"Eeeeeewww!" The little filly let out a disgusted yell, and ducked behind the other ponies.

Big Mac and Applejack looked shocked, and the smaller pony turned to her brother. "Did she just do what I think she just did?"

"Eeeyup," was the only reply.

"Oh HAY NO! Sugarcube, I dunno where yer from, or how they do things there, but here in Ponyville we don't do our business in public, out in the open." Applejack seemed disgusted.

"But sis, what about that time that you..." the filly began.

"Hush Applebloom, that was a camping trip, and we were in the woods. And we agreed to never talk about it."

Confused, Buttercup turned to look behind her. It was a natural thing to do, and she was used to having the humans there to clean up. Suddenly it dawned on her that there were no human caretakers here to clean up, and only other ponies to deal with her remains. Embarrassed, she hung her head low and couldn't look at her new friends in shame.

Applejack sighed, and walked over to the shamed mare. "Aww shucks, Shug, Ah guess you really don't know better. Looks like Ah'ma have to start with the basics. Follow me, and let's get you civilized."

She let the little pony into the house, where she proceeded to teach her the basics of modern sanitation. Buttercup was especially excited about flushing toilets, and running water meant for horses to turn on themselves. No more waiting for a human to fill her water pail. A quick shower, in which she had to fight the urge to prance in place, and she was almost presentable.

"Well, not alot we kin do 'bout the burrs an' stuff in yer mane. We should take a trip by Rarity's and let her have a go at ya." The orange pony stifled a giggle with her hoof, something that baffled the yellow pony. How did her legs bend that way? "Rarity would never forgive me if I didn't let her accept the challenge of a wild mane like yours!"

Sitting at the table felt a little odd, like when she helped the clowns do their acts. This time she was invited to eat the pies on the table, and she dug into her meal with a passion. Fruits and sweets were a treat, and getting to eat an entire piece of human food was unheard of! And the taste... she groaned and nickered in pleasure at the sweet, juicy ripeness of the pie filling.

The little filly giggled at the eating habits of the new guest, and even Applejack snickered. "Reminds me of that feller Soren that Rainbow Dash was goin' on about. He sure loved my pies too!"

Buttercup just nodded, and licked the pie tin clean, then finished with her face, licking every crumb off of her muzzle.

Big Mac just stared with his mouth open, the piece of straw somehow staying in place. He then shook his head and smiled. "Eeeyup. Sis makes some mighty fine pies."

A few hours later, Buttercup and Applejack made their way toward Ponyville. Applebloom had agreed to run ahead and gather some ponies to help, and meet at Rarity's boutique. The golden mare was saddened to see the little foal leave, but knew she would soon meet more ponies and make friends when she arrived in town. They took their time, as Applejack tried to explain life in Ponyville as best she could, and the simple things that most Equestrian ponies took for granted. Much came as a surprise to Buttercup, but she nodded and tried her best to understand. It was hard not being able to ask questions.

Suddenly a blue and rainbow-colored streak came barreling towards them. The blur was so fast that the golden pony didn't even see it until it stopped in front of her. She startled, backing up and rearing, then bolting into the cover of the nearby bushes. From her vantage point, she stopped and saw something that made her mane stand on end. It looked like a pony, but it was flying!

"What was that all about?" the blue flier addressed the orange mare, glancing over at the bushes. "Who was that strange-looking pony anyway?"

"Aww darnit Rainbow! Ya dun gone and spooked her." She sighed, and walked over to the frightened mare. "C'mon out Buttercup, this here's a friend."

Slowly the mare came out from behind the bush, glaring warily at the hovering pony. She sidled up beside the orange mare and continued to stare. Rolling her eyes, Rainbow Dash folded her wings and dropped to the ground. This immediately had the effect of calming the distressed pony, as she now looked like a normal, albeit strangely-colored, pony.

Dash stuck out a hoof in greeting. "Hiya! Name's Rainbow Dash, fastest flier in all Equestria, and soon-to-be member of the Wonderbolts!"

Buttercup again puzzled at how her legs bent that way, and tried her best to lift her forehoof to touch the other pony. Awkwardly she bumped hooves, and the blue mare seemed satisfied.

"You sure don't talk much, do ya?" Dash smiled, then cocked an eyebrow at Applejack by way of question.

"Naw, she cain't talk at all. Ah found her in my barn this morning, all muddied up like she had ran through a war zone. Ah'm takin' her to Rarity to git fixed up, then to Twilight, so'in we kin find out where's she's from and why she looks different."

"Yea, well she sure ain't from around here, if she gets spooked by a pegasus." She grinned. "But if anypony can figure out what's wrong, it's our Twilight." The cyan mare stepped back, then launched into the air, startling Buttercup again, but this time she stood her ground. "I gotta get back to weather duty, but Fluttershy wanted me to tell ya, she needs more pig poop for her garden."

"That thar is fertilizer! Nuttin' disgusting 'bout good plant food." The orange mare huffed at her friend.

"Yea yea, whatever. It still smells like pig poop, and she needs some for her garden. Catch ya later!" With a wave, and a backflip, the pegasus shot off into the clouds, destroying a few in her passage.

"Why that cheeky li'l varmint. I'll give her pig poop..." Muttering under her breath, Applejack bumped the yellow mare. "C'mon Sugarcube, let's get you all prettied up."

* * *

><p>Fortunately, approaching the boutique didn't attract any more attention from passing ponies. Entering the shop, the two ponies were greeted with the ringing of the entrance bell, and the usual spiel from the proprietress. "Welcome to Carousel Boutique, where every garment is chic, unique, and magnifique!" Her eyes fluttered open and the white unicorn froze, letting out a gasp of shock. Applejack rolled her eyes, wondering why so many ponies insisted on walking around with their eyes closed as they talked.<p>

"W-w-what on earth happened to this poor pony? Why didn't you bring her to me sooner Applejack! This is a fashion emergency!" The fashion diva dissolved into a fit of OCD as she practically swarmed the new pony.

"Ah dunno Rarity, Ah found her in m'barn this mornin', and her face was all funny lookin' like this. Ah dunno if she got into the Poison Joke or what, but she cain't talk none neither." Applejack looked worried, trying to explain her new charge.

Rarity fussed over the new mare, shoving her along into the shop with her magic, a feat that startled the golden mare a bit, but she tried her best to go along with the treatment.

"Oh my word! Never mind the poor dear's muzzle, look at her mane and coat! It's simply a crime to let such a poor creature walk about in such a state. The dirt, twigs and that unsightly pony-pedi will need to be corrected immediately!"

Applejack just chuckled. Leave it to Rarity to care more about the fashion faux pas of a strange mare than the fact that she could neither talk, nor looked like a normal pony.

Buttercup, meanwhile, was doing her best to remain calm. She was used to being fussed over by her human handlers, and tried to comply with the ministrations of this strange mare, but both her abrupt manner and the number of objects flying about on their own unnerved the poor pony. She finally resorted to keeping her eyes shut and letting the strange mare move her about like a doll.

Rarity, in her element, maintained a nonstop chatter on the horrors that she found with her new client. "Oh my, these twigs and burrs must come out. I will have to cut some of them, and a travesty they will make of this lovely mane. It is such a beautiful golden color. This cut on the mane is so strange, as if the mane designer had never worked with pony hair before, that will never do. Some shampoo and a nice conditioner will smooth out the kinks and coarseness in the tail. Oh my Celestia! Nails holding on these primitive horseshoes! How barbaric! Who has been tending to your grooming, darling? They need to have their license revoked at once! This will never do, we will need to take at least a full day at the spa to resolve all these problems..." she trailed off muttering to herself, as she removed the shoes and other traces her human handlers has left in their grooming. Also gone were the many twigs, burrs and dirt she had picked up in her mad dash through the forest.

The poor beleaguered pony looked sorrowfully at her only ally, as Applejack tried to smile encouragement at her. Both now knew the wrath of an obsessed Rarity, and the lengths that she would go for pony perfection. Buttercup finally lowered her head, and accepted her fate. She knew what price there was to pay for looking good in front of the crowd, and was used to being primped and pampered against her will. It wasn't as much enjoyment as being groomed by one of her human handlers, but she could at least appreciate being brushed and cleaned.

Finally, the fashionista was done, and she stood back to examine her work. "Well, I don't have alot to work with, since whoever got here before me did a butcher job on her mane and coat, but I believe I was able to clean most of the poor dear's mane and make her presentable." Rarity finally paused, and eyed the pensive Applejack, and submissive Buttercup. "What did you say the poor dear's name was?"

"Her name is Buttercup. Ah'm mighty glad of your help, Rarity. She was in a right poor state when I found her. She cain't speak and we need to git her to Twilight lickity-split to find out why."

"Lickity-what?" the white mare said playfully, and batted her eyes at the earth pony.

"Aww don't start that, Rarity. There's other folk around." The orange mare huffed, but blushed all the same.

"Oh, all right. But you still owe me, however." Rarity winked, and trotted over to a closet, where she levitated out a simple, yet elegant saddle. "I think this little number will suit your colors nicely, Miss Buttercup."

The golden mare blinked, growing a bit excited at the sight of the saddle. It was a warm orange color, trimmed with red gems, giving her the look of a pony sunset. Saddles and tack usually meant a show, and a show meant foals, the crowds, performances, and ultimately treats! She tried not to trot in place with anticipation as the saddle was fastened to her frame. She loved dressing up, almost as much as the humans, who never went about without clothing of some sort.

The unicorn looked over her work, then smiled. "One last touch." A strand of crimson ribbon snaked across the room and wove itself delicately through the showmare's mane. The ends formed a fancy bow on one side, and hung down like a prize ribbon. "Perfect! Sometimes the simple route is best."

Buttercup trotted over to a body mirror, and looked at herself. She nodded her head and trotted in place, looking at her beautifully groomed appearance. She felt ready for a show, and anything the crowds would throw at her. Walking up to the designer, she gratefully nuzzled her in thanks.

Rarity blushed crimson, and nuzzled back. "You are quite welcome my dear. It was the least I could do for a poor mare down on her luck. I only hope that you will come back once your mane grows back so that I can do an even more amazing job on that lovely hair of yours." She gasped. "Oh! And I MUST do a dress for you! Your colors are just perfect for the coming fall season, and I can do so much with a clean canvas like yours!"

The gold pony just nodded, not sure what half of that meant, but knowing the white mare with the strange horn on her head was friendly, and helpful. She trotted over to Applejack, and pranced in a circle to show off her new look.

"Mighty swank there, Miss Buttercup. You look ready for one of Pinkie Pie's parties, all gussied up like that." She waved to Rarity. "Thank ya kindly, Miss Rarity. Now we kin git over to Twilight's place without attractin' too much attention."

Rarity just blew a kiss back at the farmer, and winked. "Au revoir, mon petit pony!"

Applejack blushed furiously. "Dagnabbit, Rarity, don't DO that!" She then stormed out of the shop, a confused Buttercup in tow. The sound of a rather ladylike giggle could be heard from the shop as she exited.

* * *

><p>It was a short walk through the town, as Buttercup and Applejack made their way to the library. A few ponies stared at the strange-looking golden pony, but odder sights had been soon in recent times, and little notice was made by most of the town. The golden mare was fascinated by everything she saw. Never in her life had she seen so many ponies, and without a single human keeper in sight. Passing by a large building looking to be made of gingerbread, she was assaulted by the most amazing smells. She felt her stomach grumble, and she started toward the welcoming entrance, where other ponies were entering and leaving.<p>

"Hold on there sugarcube, that's not where we are goin'. We gotta git you to Twilight, and figger out what happened to ya." The orange mare saw the look on the other pony's face, and sighed. "Oh alright. Ah guess it has been a spell since breakfast. We could both do with a bite ta eat."

As they both made their way into the shop, the few guests paid no mind to the newcomers. A pink blur was bouncing around the store, taking orders and handing out treats. As she passed the pair, she suddenly froze in place, and let out a massive gasp. "Omygosh! A new pony. You must be new around here, because I've seen everypony in Ponyville, and I've never seen you. In fact I've never even seen a pony like you. And if you're new then that means that I need to throw a party for you because everypony loves a welcome party ... mmmfft!" The avalanche of words was cut short by an orange hoof in her muzzle.

"Howdy Pinkie Pie. This here's Buttercup, and we're on our way to see Twilight. Thought mebbe we could grab a bite to eat first."

'"I knew it! Yes, I can throw a big party, and make buttercream cupcakes, because I assume since your name is Buttercup you must like buttercream, and... bllph." The hoof was replaced again to stop the oncoming flood of Pinkieism.

"Food first, Twilight second, party... uh, later."

"Okie Dokie Loki!"

The party pony bounced off humming to herself, leaving a confused golden pony and an exasperated orange one behind. She returned quickly with a tray of sugary cakes, and two mugs of sarsaparilla. "On the house! Tell me if you need anything else, and WELCOME TO PONYVILLE!"

Buttercup laid her ears back at the outburst, then nodded her head vigorously in thanks. As the pink pony bounced back to her work, she leaned over to sniff the tray before her. The smell was intoxicating. Better than the best candy treats that the humans had ever given her. She whinnied and dug into the food with a passion, quickly drowning herself in a wave of sugary pleasure. Applejack joined her, eating a a more sedate pace, but enjoying the fare just as much. She managed to show the other mare how to use a straw to sample the bubbly drink, and wash down the sweet feast.

It was not long before the tray was empty and the mugs were drained. Both ponies felt full, and the showmare was enjoying a wonderful sugar buzz. They made their way out, Applejack insisting on leaving a tip anyway, and ventured back into the streets of Ponyville. They practically pranced together as they made their way to the library.

* * *

><p>As the two ponies entered the library, they were met by the little purple dragon assistant. Buttercup shied at first, but was soon sniffing curiously at the little dragon as he introduced himself. "Hiya, I'm Spike, and I'm Twilight Sparkle's number one assistant. I pretty much run things around here."<p>

Applejack just rolled her eyes. "Is Twilight around, Spike? We need to talk to her."

"She was up all night again, and should be about ready to wake up from her nap. And by nap, I mean I found her passed out on a book, next to her telescope and threw a blanket over her."

"She's sleepin' this late in the day? What is wrong with that girl?" The orange mare huffed, and waited for Spike to retrieve his mistress.

"She said something about a strange planetary alignment, and portals and, I dunno." He shrugged as he climbed the stairs to the balcony. "It's all over my head."

A few minutes went by, and Buttercup sniffed at the stacks of books. The place smelled strange, very human, and very dusty. She felt a little strange being there, and kept looking for a human to arrive and chase her out. Applejack, meanwhile, paced the floor in frustration, waiting for her friend to make an appearance.

Shortly there was a sound at the top of the stairs, and the lavender unicorn blearily blinked down at them. "Hello?"

"Well howdy do Twilight! Welcome to the land of the living, ya sleepy head!" The earth pony chided her friend for the late hour. "Ah got somepony for ya to meet, and we could sure use your help gettin' her straightened out."

Coming down the steps, Twilight Sparkle rubbed her eyes and yawned. "Oh, sorry Applejack. I was up 'til morning studying a rare celestial alignment. It was supposed to make something happen, but if anything did it was far from here." She blinked, then rubbed her eyes again when she caught sight of Buttercup. "SPIKE! Get down here right away!" The other two mares just stared in confusion. "Omygosh! You, you... You can't be real! SPIKE! I need you _right now! _Applejack, do you know what she is? This is amazing!"

"Twi, are you all right? Y'seem a bit stressed out. This here's Buttercup, and she's a pony I found in my barn. She cain't talk, and we need yer help findin' out what happened to her."

Meanwhile the purple dragon had made his way downstairs. "What's all the commotion Twilight?"

"Spike, I need you to fight the copy of 'Inter-Dimensional Species Cataloguing Field Guide'." She turned back to the other ponies. "Buttercup? Hello, my name is Twilight Sparkle. Applejack, Buttercup is not a normal pony. I have read about her kind, and she is a very different pony from you and I. She is a Terran Pony."

"A whatin' pony? Talk sense Twi, she's just a li'l different lookin'."

"No, she's so much more. She's from a completely different world. I was studying an event that can sometimes open doorways to other places, and she must have come through one."

"I found it, Twilight!" Spike came running in with a large, dark purple tome. "It was next to some book about humans, whatever those are."

The lavender mare levitated the book in front of her, and rifled through the pages. "Ah here it is. Equus Caballus, or Terran Pony, is a species native to the Terran dimension, inhabited primarily by a bipedal species known as humans. A very violent and territorial species, they have domesticated wild ponies as creatures of labor. Oh how barbaric!" She looked up and stared at the golden-coated mare before her. "You poor thing, they must have treated you awful on your world. But no matter, you are now among friends." She closed the book, and handed it back to Spike. "We need to contact Princess Celestia right away, and find out if there is a way to help you talk."

Applejack shook her head. "Hold on there, sugarcube. Are you sayin' that she ain't a real Equestrian Pony? She's some sorta escaped slave of these 'Humans'?"

"Holy guacamole! She's some sorta alien space pony?" The baby dragon eyes the mare in question suspiciously.

"Not at all, Spike. She's a pony, just from another version of Earth. One where ponies didn't come to be a dominant species."

Applejack sighed. "Okay, Twi. I trust ya know what yer talkin' 'bout, 'cause I sure as hay don't."

"It's simple. We just need to let the princess know what has happened and wait for her advice. Spike, take a letter!"

* * *

><p>The night went by quickly, as the three mares got to know each other, and Buttercup learned more about life as an Equestrian pony. It was rather late when the reply from the castle appeared from a rather bleary-eyed Spike. He handed it off to Twilight then made his way back to bed. Twilight wasted no time opening the scroll, and hovering it to read to her friends.<p>

_My faithful student, Twilight Sparkle,_

_I am very pleased that you have contacted me so promptly on this matter. The appearance of beings from other worlds is a very rare event, and the appearance of an otherworldly pony is even rarer still. This poor wayward soul will no doubt be lost and confused by our world, and it is a great mercy that she encountered you and your friend so soon after her arrival._

_While different from Equestrian ponies, I have met some visitors that are still quite intelligent and even friendly. However the way back is usually closed as soon as they arrive and they must make choices if they are to live in our world. I will be arriving in the morning to meet with our new guest, and I hope that we can help the poor thing make a home here among us._

_Please extend the best pony welcome to her, and make her feel safe until I arrive._

_Your mentor,_  
><em>Princess Celestia<em>

"Yes! I knew the princess would know how to handle this. So all we have to do is wait until morning and everything will be fine." Twilight beamed at her friends. "You can both stay the night if you want, and we can greet the Princess when she arrives."

Applejack subbed a hoof through her mane looking worried. "Well, Ah guess Big Mac can handle the farm without me another day. An' it's not like Ah kin do much at night anyway. So Ah guess we are havin' another sleepover."

Twilight clopped her hooves happily, grinning. "Yay! I'll get the book, so we can do everything right again!"

The orange pony rolled her eyes and put a hoof on Twilight's shoulder to shop her. "Uhh, Twi? Let's just pass on the book fer tonight, and play it by ear, mmkay?"

The purple unicorn deflated a little, looking disappointed. "Oh, all right, if you think so."

"Trust me on this, sugarcube, we can do just fine without it."

Buttercup just looked confused, looking between the two mares. What was so complicated about sleeping? You just laid down and drifted off. She was pleasantly surprised.

* * *

><p>The next morning shone bright and clear, as the weather ponies finished their work. A night of pillow fights, makeovers and ghost stories had left the three mares in high spirits, if a little bleary-eyed. The sound of hooves and the groan of a carriage announced the arrival of the royal guest, and Twilight answered the door herself, bowing low before her mentor.<p>

"Good morning my faithful student! I am so glad to see you and your friends are well." The princess nuzzled the lavender mare affectionately. "Especially your new friend." She looked up to see the golden mare staring at her puzzled.

Twilight jumped up and trotted over to stand beside Buttercup. "Princess Celestia, may I present Buttercup. She is the Terran Pony I wrote to you about."

Seeing the reaction to the new guest, who looked more like a horse than a pony, the showmare did her best imitation of the bow her friends had performed. She was a clever pony, and knew when the person in charge was in the room. This new horse seemed to radiate power and calm, as her mane floated on its own, and her smile beamed happiness and command at the same time. The look on her face reminded her of her own dam, in the years before she was taken away to perform in the circus. Caring, yet stern. She immediately trusted the newcomer completely.

Beaming a smile down on the little pony, the alicorn princess spoke kindly the young mare. "I welcome you, my child, to the land of Equestria. Please stand, as we have some things to discuss."

Buttercup got quickly back to her hooves, and gave the princess her best smile, which, lacking the facial muscles of the other ponies, looked more like a baring of teeth. The princess chuckled at this, and moved to sit before the other ponies, so as to look them in the eyes.

"Now, first I would like you to know, you are welcome here. I know some of the land you come from, and I understand that your kind are not always treated well by the humans that care for you. But whatever your past, it is now behind you and you have the chance to create a new life for yourself among friends and fellow ponies."

The golden mare merely nodded, unable to give any other response.

The princess chuckled again. "Oh, silly me. you can't talk. But I can help with that." Her horn flashed, and a glow surrounded the golden mare briefly. "There you are, my child. You may now speak your mind."

The pony blinked, and shook her head. Trying to make as sound, it first came out as a bray, but words quickly formed as she discovered she could command her vocal chords. "HrrrThak yaaa, innnsheeesh!" Without the facial muscles to match, her voice was still mostly from her throat, but she could make herself understood.

"Ahh keeekers err kind. Ahh aas ah erfoooerr. Ahh heeeelt oooals. Ahh ooove illlrennn" She did her best to mimic the speech of her friends, and the princess nodded in understanding.

"You performed for children, and loved them then. And your keepers treated you well?" At the nod from the golden mare the alicorn smiled again. "That is good. Not many are so lucky to have a good life in your old homeland. But now you have a choice. Would you like to become an Equestrian Pony?"

Nodding vigourously, the mare started to feel tears form, and slowly roll down her face. "Esh! Esh innshesh! Ah anna eee ah onnny!"

The princess nodded and stood. "Very well then. Twilight, Applejack? I will need your help. The spell requires a focus, and a template."

Both mares looked surprised, but quickly nodded.

"Good. Twilight, you will focus the spell for me, and Applejack will be the template, since she is an earth pony. Please stand on either side of Buttercup. And Buttercup, please stay as still as possible."

They all nodded and moved into position. The princess closed her eyes briefly, muttering an incantation to herself. Then suddenly, her eyes opened, and pure white light flowed forth. Her horn began to glow, and a matching glow came from Twilight's smaller horn. The light and glow grew in intensity, as the glow arced from Twilight to Applejack. Both ponies were covered in a soft glow of multicolored light, and the princess was glowing bright enough to make the others squint from the glare. Pressure started to build in the room, like an oncoming storm, and energy arced from earth pony to unicorn. Finally, with a flash, the light seemed to collapse in on itself, and crash into the terran pony in the middle. A blinding flash lit the room, and all four ponies stumbled to their knees as the spell released and completed its course.

Even the princess seemed dazed as the spell pulled power from all of the ponies present. As they all blinked, and began getting to their hooves, a great cry of joy was herd.

"Woooo! I'ma pony! I'ma talking pony! I'ma clever talking pony! YAY!" And all eyes turned to see an amber-coated Equestrian earth pony, with a long golden mane, and a bright yellow flower for her cutie mark. Her eyes were a warm brown, and she smiled with a warmth and confidence that made the others gasp in amazement.

"Wow, Buttercup, you are a cute, clever, talking pony!" Twilight giggled, and the other mares joined in.

The princess laughed heartily at her newest subject. "So, my newest little pony, what would you like to do with your new life and friends?"

This stopped the golden mare cold. She hadn't even thought about what came next. The past day had been a whirlwind of event and strangeness unlike anything she had ever experienced. She now had friends, a new home, and now a new body. Her mouth could finally speak her mind, and she could use that clever mind to do what she wanted with her life.

She thought hard about what was important to her. Friends, performing, helping others, making them happy, and the foals. It was the foals that decided her, as she once again remembered her greatest treasure. Her little colt, who had filled her heart like nothing else, and lead her to the joy she found in entertaining other foals. Human, pony, or otherwise, she loved children.

"I-I want to care for children. I lost my own foal, and caring for others has always been the happiest time of my life since then." She smiled, as tears ran freely down her face. "One day I hope to have another foal of my own. But until that day, I would be happy to care for others."

The princess and her student exchanged glances. Both knew that the other was thinking, as a recent friendship report had mentioned a problem the mayor of Ponyville was having. Twilight nodded, and the princess answered.

"I believe I know what you should do then. The mayor of Ponyville has recently made me aware that there is a job opening. The Matron of the Ponyville Orphanage is getting on in years, and wishes to retire. They have been looking for a suitable replacement. Most ponies in Ponyville are too busy caring for their own families, and cannot spare the time to run such a place. Orphans from all over Equestria are taken there until they can find a new family of their own." She paused to wrap a wing around the new golden pony. "Would you like to take care of them for us? Will you care for all the little foals that do not have a family of their own?"

More tears flowed down her face, as Buttercup smiled. Her new-found voice was choked up, and unable to speak from the depth of emotion flowing forth. She merely nodded, and hugged the princess tightly.

* * *

><p>As Will entered the clearing, his heart sank. The sight he had dreaded lay before him, and all his fears came true. His beautiful little Buttercup lay in the middle of the field, still and wet. As he approached the body, he saw a nasty blackened mark along her neck, where lightening had stuck her down. He fell to his knees and cried, the soul-shattering cry of someone that has lost a child. He had raised her from a foal, cared for her like his own child, and trained her to make the other children happy. He knew how much the little pony loved the other children, and he was proud that he helped to make them all happy.<p>

As the tears flowed down his face, he hugged the head of his favorite ward to his chest, crying out the loss of a child. After what seemed like hours, his friend found him still sobbing over the body of the little golden pony.

"Hey Will, you okay? Is that little Buttercup?" the dark little man asked. He who often wore the paint and clothes of a clown, and just as often performed with the pony on the ground before him. "What happened to her, man?"

Looking up, Will raised red eyes to his friend. "I don't know, bro. I just don't know. But at least now, she's in a better place than here. And she can play with the children as much as she wants."

He brushed the sodden hair from her eyes, and continued to sob.

* * *

><p>Buttercup sat at her table at the head of the little lunch room. At least three dozen little foals of all ages giggled and chatted happily as they ate their daily lunch. She was the proud new headmistress of the Ponyville Orphanage, and she was responsible for the future of Equestria. She was a clever pony. She was a pretty pony. She had a new home, a new body, new friends, and now she was going to be the mother of all the lost foals of Equestria. She was a happy pony.<p> 


End file.
